Field Notes
Writing on the practice.
Twenty-five essays on the work. Economics, capital stack, deal stages, capital after close, and the long view.
§01
IS Economics
5 essays
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01
Twenty-three percentThe carry market has moved. Why, and how to defend the right number on your next deal.
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02
Sponsors and LPs are negotiating a systemCarry is one dimension. Alignment is another. The deal honors both or it has a hole in it.
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03
The management fee mistakePricing the management fee on EV instead of invested capital is a quiet tax on every add-on.
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04
How the firm survives between closingsTransaction fee funds the firm. Carry funds the wealth. Both get negotiated in week one.
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05
Three numbers on the LOICarry, management fee, transaction fee. On the LOI itself. Not in a side letter for later.
§02
Capital Stack
5 essays
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06
Who writes the intercreditorMost sponsors let the senior lender pick the intercreditor terms. That is the moment operating freedom gets decided.
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07
The capital stack on a $25–75M dealThree turns of senior. One and a quarter of mezz. Twenty-percent rollover. The rest in LP equity.
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08
Why R&W is no longer optionalR&W insurance is one of the few products where both sides win. Price it into the LOI or lose it.
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09
Better seller note designA 7% PIK-toggle seller note beats a 6% cash-pay note. The half-point is the cheapest insurance you'll buy.
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10
Two capital stacksThe stack at close runs the first 18 months. The stack at month 18 funds the next platform. Plan both at LOI.
§03
Deal Stage
7 essays
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11
The right LOI exclusivity60 days plus a sponsor-controlled 30-day extension. Not 90. Not 45. Here's the math.
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12
Earnouts as serious documentsMost earnouts get one paragraph at LOI. Ninety minutes at LOI saves six pages of negotiation at SPA.
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13
The working capital workstreamFour steps. Skip any one of them and you'll re-trade the deal after LOI.
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14
How to handle customer consentsSort consents into required, prudent, and informational. Don't ask every customer for everything.
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15
What good disclosure schedules look likeSparse schedules invite indemnification claims. Over-broad schedules defeat specific reps. The right answer is specific.
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16
When to engage the QofEDay three. Not week three. The QofE is the document that defines the price.
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17
The plan before the wireThe 100-day plan gets written in week three of the LOI. Not after the wire. By then it's reactive.
§04
Capital After Close
4 essays
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18
The 18-month refiBy month 18 the platform has 18 months of data, an add-on integrated, and a senior facility priced for the entry deal.
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19
The disciplined recapA recap done well rewards the LP base. A recap done poorly tells them you're extracting value. The discipline is the difference.
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20
Exit prep starts at week oneThe IP chain of title. The customer contracts. The cap table. The financial close cadence. All easier when the platform is small.
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21
Capital introductions at month nineThe senior lender who wins the month-18 refi is the one who has been tracking the platform for nine months.
§05
Mindset & POV
4 essays
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22
The LOI is the deal in skeletonMost lawyers treat the LOI as preliminary. Every fight in the next nine months gets fought inside the frame the LOI built.
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23
What the firm actually isNot a fund. Not a one-off advisor. The discipline of treating every deal as if it were the first of many.
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24
Clean over complexA clean deal documented under pressure is worth more than a complex deal documented at leisure. Clean compounds.
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25
The sponsor's real leverageNot capital. The committed funds have more. The leverage is the deal, the structure, and the relationships.